Contract Agreements

All Bates College agreements with outside vendors should be documented by a written contract.  Contracts valued at less than $5,000 (annual basis) may be reviewed and signed by the manager responsible for the contract.  All contracts valued at $5,000 (annual basis) or more should be reviewed by the responsible manager and then sent to Geoff Swift, Vice President for Finance and Administration and Treasurer, for review and signature.  A copy of ALL final signed contracts, regardless of value or subject matter, should be provided to the Vice President for Finance and Administration for Bates’ files.

At a minimum, each contract (regardless of value) should include language that addresses the following risk areas to protect the interests of Bates College.  The manager requesting the contract agreement is responsible for ensuring that these terms are addressed in the document prior to signature, and for considering any special areas of risk that may be implicated by a given contract (e.g., data privacy issues, construction matters, etc.).  Each agreement is different and may require changes to Bates’ preferred terms and required language.  As such, each proposed contract will be reviewed and approved on an individual basis.

Key Terms to Address

Independent Contractor Status

Contracts should state that the vendor is an independent contractor serving Bates and that Bates has no responsibility to provide any employment-based benefits to personnel of the vendor.

Confidentiality

Bates Information and Library Services (ILS) will need to review all vendor/outsourced agreements, contract renewals, or contract processes if under the contract any Bates data, regardless of type, and/or personal information (student, employee, parent/payor, or otherwise) is to be:

• transmitted
• stored
• processed
• or managed by a third party

Please contact Chad Tracy, Director of Information Security, Privacy and Compliance,  at ctracy@bates.edu or (207)786-6491, if you have questions regarding data.  ILS must review and approve all documents prior to submission for final signature.

Insurance

All contractors, vendors, service providers, performers, and external groups wishing to conduct business or use facilities of Bates College must have their own insurance.  This insurance is necessary to cover any claims or losses for which the contractor, vendor, service provider or external group may be responsible.

Departments utilizing contractors, vendors, service providers, or who oversee arrangements for the external group must receive from the vendor a Certificate of Insurance prior to engaging the service or the start of the contract.  The Certificate of Insurance must be for a minimum of $1,000,000 and name Bates College as additional insured.  This document must be sent to the Treasurer’s office no later than 10 days prior to the service or contract start date.

Should the contractor, vendor, service provider, performer(s), or external group wishing to conduct business with Bates College not have the required insurance, they will need to purchase a TULIP (Tenant’s and User’s Liability Insurance Policy).

Background checks

Background checks and other appropriate screening procedures are required for all contractors providing services on-site. Other protections should be considered in context with the nature of a contractor’s services and extent of their access.

Intellectual Property

Contracts involving the creation or procurement of intellectual property (IP) should contain appropriate ownership and anti-infringement language.

Indemnification

Indemnification provisions govern each party’s liability in the event of a claim resulting from the agreement. Bates requires that indemnification language balances the risk equally among the parties.

Limitation of Liability

Bates should avoid provisions that attempt to limit the vendor’s potential liability to Bates. In some cases, these provisions are industry standard and will not be deleted by vendors. In those cases, Bates should request that the limitation be set at the vendor’s level of applicable insurance (not the amount of the contract spend, which is typically much lower) and/or request the same limitation of Bates potential liability to the vendor.  Limitations on liability should always be evaluated relative to the level of risk associated with the contract – a low-spend contract can still carry high risk.

Termination without cause (for convenience)

Ideally, contracts should allow Bates to terminate the agreement “without cause” – which means termination for any reason whatsoever. If the vendor is unwilling to include this clause, then the agreement should commit Bates to a time period that is reasonable for the type of arrangement.

Auto-renewal

Contracts should avoid auto-renewal provisions.  These provisions can result in extension of the agreement without appropriate review by Bates. If the agreement does contain an auto-renewal provision, then whoever at Bates is responsible for managing the agreement will need to track renewal and notification dates so that Bates can provide timely notice of intent not-to-renew pursuant to the terms of the agreement if desired.

Choice of Law & Jurisdiction

Bates generally requires that Maine law will apply to the agreement and any disputes related to the agreement will be resolved within the State of Maine.

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Please contact Doug Ginevan, Assistant Vice President for Financial Planning and Analysis, at dginevan@bates.edu or (207)786-6093, if you have any questions.